San Francisco wins the coin toss but decides to give Cam Newton and the Panthers offense the ball first.

Things got very interesting on the opening kickoff as Ted Ginn Jr. took a big hit by Corey Lemonier and fumbled the ball, but luckily the Panthers were able to recover at the 17.

Despite not coming away with a touchdown, the Panthers put 3 points on the board with a 24 yard field goal by Graham Gano. It was an 11 play drive that stalled out at the San Francisco 7 yard line. Newton completed all 4 of his pass attempts to 4 different receivers on the drive.

That penalty turned out to be big, as Kaepernick converted a 3rd and 7, as he hit Vernon Davis for 19 yards which set up a Phil Dawson 43 yard field goal to tie the game at 3.

You can tell Ginn was salivating at the chance of making up for losing the football on the opening kick off and he did so by returning it to the 37 yard line, giving the Panthers good field position.

However on the first play of the drive, Justin Smith was able to hit Cam Newton just as he was about to throw the ball and caused a fumble, and the ball was recovered by Glenn Dorsey. The 49ers took over at the Carolina 36.

End of 1st: 49ers 3 Panthers 3

On first down Star Lotulelei brought down Kaepernick for a 3 yard loss, but Kaepernick hit Crabtree for 12 yards, and then Gore was able to pick up the first down on 3rd and 1. Gore appeared short, but the refs gave a very generous spot and Ron Rivera chose not to challenge it. On the very next play Gore found a hole up the middle, and ran it in the end zone from 9 yards out giving the 49ers a 10-3 lead.

The 49ers continue to take away the run, and two DeAngelo Williams' runs set the Panthers up with a third and long. The Panthers offensive line were unable to contain the pass rush and Ahmad Brooks was able to sack Newton, forcing a 3 and out.

After a 26 yard punt return by LaMichael James, the 49ers take over at the Carolina 38.

San Francisco was able to pick up a first down on a Frank Gore 11 yard run, but Kaepernick was sacked for a 12 yard loss, and after a 8 yard screen pass to Kendall Hunter, Phil Dawson was brought on to kick another field goal. This time it was from 48 yards and he just got enough leg under it, giving the 49ers a 10 point lead.

On the ensuing kickoff, Ginn took a big hit again and the ball came loose after falling into a teammate, and he 49ers were able to recover it this time, as they take over from Carolina's 26.

Two plays later the 49ers found themselves up 17, as Kaepernick and Vernon Davis hooked up on back to back plays for 12 and 14 yards.

Carolina was able to respond with a 12 play drive that resulted in a 39 yard field goal by Gano. The Panthers were able to pick up three 1st downs, including converting on two 3rd downs, their first two of the game.

Taking over at their own 20 with just 33 seconds left in the half, the 49ers just decide to run out the clock and head into the locker room with a two touchdown lead.

At the Half: 49ers 20 Panthers 6

Coming out of the break, the 49ers offense was firing on all cylinders. They went 80 yards in 9 plays, which was capped off by a Colin Kaepernick 3 yard touchdown run.

Kaepernick connected with Michael Crabtree for 38 yards that put the 49ers into Panthers territory, and then hit Anquan Boldin for 12 yards on a 3rd and 8 at the Panthers 18. Two key plays to setting up their touchdown.

Just as the Panthers were marching down the field, finally finding a rhythm to their offense, Newton makes a terrible decision to throw to Steve Smith who was facing double coverage. Smith had no shot at making a play on this ball, and it was an easy interception for Carlos Rogers. San Francisco took over at the 17.

The 49ers were able to get into Carolina's territory again but this time faced a 4th and 3. They decided to punt trying to pin the Panthers inside their own zone instead of attempting a 51 yard field goal, and potentially giving them great field position if they missed. The punt bounced into the end zone and the Panthers took over at the 20.

Facing more pressure, Newton was sacked by Patrick Willis, who forced the ball loose and it was scooped up by Ray McDonald who returned it 20 yards for a touchdown.

On the final play of the third quarter, Brandon LaFell found himself all alone 30 yards down field and Newtown fired a strike to him. LaFell took it to the house 82 yards. Making this a 3 score game.

End of 3: 49ers 34 Panthers 13

It looked as if the Carolina Panthers were about to finally catch a break as they forced a fumble on a Kendall Hunter run and returned it for 40 yards. However Thomas Davis was flagged for offsides and the 49ers kept their drive alive.

The Panthers did however force a punt after a Mario Addison sack took the 49ers out of field goal range.

Cam Newton was able to put together a beautiful drive, as the Panthers picked up 6 first downs. Newton was able to run for 2 first downs, and threw for 4 of them before hitting Steve Smith in the back of the end zone for a 6 yard touchdown.

Despite the beautiful drive, the Panthers killed a lot of clock doing it. At this point they now trailed by two touchdowns with just 1:58 remaining.

Carolina attempted an onside kick but it was unsuccessful as the 49ers recovered it.

San Francisco decided to run it three straight times forcing the Panthers to burn all 3 time outs, but they had to punt as they were not able to pick up a first down. This time they were able to pin the Panthers at the 4 yard line.

With 1:37 and no timeouts, the Panthers would need a miracle at this point.

Starting at their own 4, Newtown as able to bring the Panthers deep into 49ers territory, but Cam was penalized for intentional grounding, setting up 4th and long. Newton threw a hailmary into the end zone with 4 seconds left and it was picked off by Eric Wright to seal the deal for the 49ers.